In order to establish a sound corporate governance system, strengthen supervisory functions, and enhance management capabilities for our company, we have established an Audit Committee in accordance with Article 3 of the "Regulations Governing the Exercise of Authority by Audit Committees of Publicly Traded Companies" in June 2020.
Purpose of the Audit Committee
The primary objectives of the Audit Committee's operation are to supervise the following matters:
1.The fair presentation of the company's financial statements.
2.The appointment (or dismissal), independence, and performance of certified public accountants.
3.The effective implementation of the company's internal controls.
4.The company's compliance with relevant laws and regulations.
5.The management of existing or potential risks within the company.
Authority of the Audit Committee
1.Formulate or amend the internal control system in accordance with Article 14-1 of the Securities Exchange Act.
2.Assess the effectiveness of the internal control system.
3.Formulate or amend the procedures for handling significant financial transactions, such as the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, and providing endorsements or guarantees for others, in accordance with Article 36-1 of the Securities Exchange Act.
4.Matters involving the interests of directors themselves.
5.Significant asset or derivative transactions.
6.Significant lending of funds, endorsements, or guarantees.
7.The issuance, offering, or private placement of equity-related securities.
8.The appointment, dismissal, or compensation of certified public accountants.
9.The appointment or dismissal of financial, accounting, or internal audit supervisors.
10.Annual financial reports and semi-annual financial reports.
11.Other significant matters stipulated by the company or regulatory authorities.
Audit Committee Members
Convener: Chen, Chiu-Yueh
Member: Tsai, Ming-Tang
Member: Lin, Tsai-Chih
Member: Wu, Guo-Shi
Key Focuses of the Audit Committee for 2023
1.Review financial reports:
The 2022 annual financial report and the financial statements for the first to third quarters of 2023 have been audited/reviewed by PricewaterhouseCoopers, and no inconsistencies have been found.
2.Compliance with regulations:
Formulate and amend in accordance with current laws and regulations.
3.Significant lending of funds, endorsements, or guarantees:
Review the fund lending cases between subsidiaries.
4.Assess the effectiveness of the internal control system.
Operating Status for 2023
Date | Session No. | Agenda | Audit Committee Resolution | Opinion Handling |
2023/03/03 | The 1st and 16th meeting | Financial Statements and Business Report for 2022 | Approved without objections as proposed | Not applicable |
2022 Loss Compensation Plan | Approved without objections as proposed | Not applicable | ||
Proposal for Cash Distribution from Capital Reserves | Approved without objections as proposed | Not applicable | ||
2022 Assessment of the Effectiveness of Internal Control System and Internal Control System Statement | Approved without objections as proposed | Not applicable | ||
Revision of Certain Articles of the Corporate Governance Practice Code | Approved without objections as proposed | Not applicable | ||
Amendment of Certain Articles of the Sustainable Development Practice Code | Approved without objections as proposed | Not applicable | ||
Revision of Certain Articles of the Director Continuing Education Implementation Points | Approved without objections as proposed | Not applicable | ||
Independence and Suitability Assessment of Certified Public Accountants (CPAs) | Approved without objections as proposed | Not applicable | ||
Appointment and Fee Review of Certified Public Accountants | Approved without objections as proposed | Not applicable | ||
Case of Changing Certified Public Accountants | Approved without objections as proposed | Not applicable | ||
Proposed Loan to Subsidiary, Lusheng Technology (Suzhou) Co., Ltd. | Approved without objections as proposed | Not applicable | ||
Extension Case of Loan from Subsidiary Xucan (Suzhou) Optoelectronics Co., Ltd. to Lusheng Technology (Suzhou) Co., Ltd. | Approved without objections as proposed | Not applicable | ||
Pre-approval of Non-assurance Services by Certified Public Accountants, Their Firms, and Related Entities to the Company and Its Subsidiaries(non-assurance services) | Approved without objections as proposed | Not applicable | ||
2023/04/28 | The 1st and 17th meeting | Consolidated Financial Report for the First Quarter of 2023 | Approved without objections as proposed | Not applicable |
2023/06/21 | The 2nd and 1st meeting | Nomination of the Convenor for the Second Term Audit Committee | Approved without objections as proposed | Not applicable |
2023/08/10 | The 2nd and 2nd meeting | Consolidated Financial Report for the Second Quarter of 2023 | Approved without objections as proposed | Not applicable |
Amendment of Certain Articles of the Compensation Committee Operation Management | Approved without objections as proposed | Not applicable | ||
Revision of Certain Articles of the Procedure for Lending Funds to Others | Approved without objections as proposed | Not applicable | ||
Amendment of Certain Articles of the Seal Management Methods | Approved without objections as proposed | Not applicable | ||
Revision of Certain Articles of the Standard Operating Procedure for Handling Director Requests | Approved without objections as proposed | Not applicable | ||
2023/10/31 | The 2nd and 3rd meeting | Consolidated Financial Report for the Third Quarter of 2023 | Approved without objections as proposed | Not applicable |
Amendment of Certain Articles of the Property Management Methods | Approved without objections as proposed | Not applicable | ||
Revision of Certain Articles of the Procedure for Lending Funds to Others | Approved without objections as proposed | Not applicable | ||
2023/12/27 | The 2nd and 4th meeting | 2024 Audit Plan of the Company | Approved without objections as proposed | Not applicable |
Establishment of Operational Norms for Financial Transactions Among Related Parties in the Company | Approved without objections as proposed | Not applicable | ||
Revision of Certain Articles of the Corporate Governance Practice Code | Approved without objections as proposed | Not applicable |
Attendance status for the year 2023.
姓名 | 3/3 | 4/28 | 6/21 | 8/10 | 10/31 | 12/27 |
Tsai, Ming-Tang | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ |
Lin, Tsai-Chih | ◎ | * | ◎ | ◎ | ☆ | ◎ |
Chen, Chiu-Yueh | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ |
Wu, Guo-Shi | NA | NA | * | ◎ | * | ☆ |
Note 1: ◎ personally attended, ☆ delegated attendance, * absent.
Note 2: Appointed on 2023/06/21
File download.
▸ Audit Committee organizational Regulations.pdf
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